EXHIBIT 24-1



DUKE ENERGY CORPORATION



Power of Attorney



FORM 10-K



Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2004

(Annual Report)



The
undersigned Duke Energy Corporation, a North Carolina corporation and certain of its officers and/or directors, do each hereby constitute and appoint David L. Hauser, Judy M. Mayo and Keith G. Butler, and each of them, to act as
attorneys-in-fact for and in the respective names, places, and stead of the undersigned, to execute, seal, sign, and file with the Securities and Exchange Commission the Annual Report of said Duke Energy Corporation on Form 10-K and any and all
amendments thereto, hereby granting to said attorneys-in-fact, and each of them, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, or proper to be done in and about the premises, as fully to all
intents and purposes as the undersigned, or any of them, might or could do if personally present, hereby ratifying and approving the acts of said attorneys-in-fact.



Executed as of the 22ndday of February, 2005.



DUKE ENERGY CORPORATIONBy:

/s/    PAUL M. ANDERSONChairman andChief Executive Officer




(Corporate Seal)



ATTEST:



|                        
|------------------------
|                        
|/s/    SUE C. HARRINGTON
|Assistant Secretary     



---

|                                                |  |                                                                               |  | 
|----------------------------------------------- |  | ----------------------------------------------------------------------------- |  | 
|                                                |  |                                                                              
|/S/    PAUL M.
ANDERSONPaul M.
Anderson         |  | Chairman andChief Executive Officer(Principal Executive Officer and Director) |  | 
|                                                |  |                                                                              
|/S/    DAVID L.
HAUSERDavid L.
Hauser           |  | Group Vice President andChief Financial Officer(Principal Financial Officer)  |  | 
|                                                |  |                                                                              
|/S/    KEITH G.
BUTLERKeith G.
Butler           |  | Vice President andController(Principal Accounting Officer)                    |  | 
|                                                |  |                                                                              
|/S/    ROGER
AGNELLIRoger
Agnelli               |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    G. ALEX
BERNHARDTG. Alex
Bernhardt       |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    ROBERT J.
BROWNRobert J.
Brown           |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    WILLIAM T.
ESREYWilliam T.
Esrey         |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    ANN M.
GRAYAnn M. Gray                   |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    DENNIS R.
HENDRIXDennis R.
Hendrix       |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    MAX
LENNONMax Lennon                     |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    LEO E. LINBECK,
JR.Leo E. Linbeck,
Jr.   |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    JAMES G.
MARTINJames G.
Martin           |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    MICHAEL E. J.
PHELPSMichael E. J.
Phelps |  | (Director)                                                                    |  | 
|                                                |  |                                                                              
|/S/    JAMES T.
RHODESJames T.
Rhodes           |  | (Director)                                                                    |  |